TERMS OF SERVICE

Last Updated: 02.05.25

These terms of service (“Terms”) govern your rights and obligations regarding your access to and use of the website scanlearnwin.ca (including any content, documentation, and functionality offered thereon) (collectively, the "Website") owned by CLAYBOURNE CO. ("Company", "we", "us", and "our"). The affiliated license holder is Tweed Inc. These Terms constitute a fully binding agreement between the Company and you, the user of the Website (herein referred to as “you” and “your”), and contain important information regarding your legal rights, remedies, and obligations, so please read these Terms carefully. BY ACCESSING OR USING THIS WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY.  IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THIS WEBSITE.

CLAYBOURNE CO. reserves the right, in its sole discretion, to revise and update these Terms from time to time without notice. The date on which these Terms were last updated will appear at the top of this page, and any and all such modifications are effective immediately upon posting. Your continued use of the Site after any such modifications constitutes your acceptance of and your agreement to be bound by the new Terms. It is your responsibility to review these Terms periodically so that you are aware of any revision to which you are bound.

The Website (or any portion thereof) may be revised or deleted at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is restricted to users or unavailable at any time or for any period.

JURISDICTION

This Website is only intended for use by residents of Canada. If you access this Website from outside of Canada, you do so at your own risk and are responsible for compliance with local, national and international laws, including, without limitation, import and export laws. In particular, you understand that this Website may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website in your jurisdiction.

USE OF THIS WEBSITE

You may only access and use this Website for lawful purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable law or regulation. You represent and warrant that you are at least the age of majority in your jurisdiction of residence.

In addition, and without limitation to the foregoing, the following standards and restrictions apply to your access and use of the Website:

  • You will not copy, reproduce, modify, alter, translate, adapt, reverse engineer, disassemble, decompile, decode, hack, attempt to derive or gain access to the source code of, or create derivative works or improvements of, the Website, or any features or functionality thereof.

  • You will not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, publicly display, perform, transmit, stream, broadcast, or make available, the Website, or any features or functionality thereof, to any third party for any reason.

  • You will not remove, delete, alter, obscure, any copyright, trademark, patent, brand element, or other intellectual property or proprietary rights notices provided on the Website.

  • You will not use the Website for purposes of competitive analysis, the development of competing products or services to those offered by the Company, copying and/or exploiting ideas, features, or functions of the Website, or any other purpose that is to our disadvantage.

  • You will not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website.

  • You will not introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • You will not attempt to circumvent and/or violate the security of the Website, or otherwise gain unauthorized access to or impair any aspect of the Website, or its related systems or networks.

  • You will not transmit, or procure the sending of, any advertisements, promotions, “spam”, “junk mail”, “chain letters”, or any other similar solicitation through the Website.

  • You will not provide or contribute any false, inaccurate, or misleading information.

  • You will not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

  • You will not promote or engage in any illegal activity, or advocate, promote, or assist any unlawful act.

  • You will not, in any manner, violate any applicable federal, provincial, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or use or access the Website in a manner that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

We reserve the right, in our sole discretion, to:

  • Take any actions we deem necessary to preserve the integrity of this Website.

  • Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

  • Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms.


INTELLECTUAL PROPERTY

You understand and agree that the Website and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, section, and arrangement are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including without limitation copyright law, trademark law, patent law and other laws of Canada and other applicable jurisdictions.

CLAYBOURNE CO., and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its licensors. You shall not use such marks without the prior written permission of the Company. 

By using the Website, you agree to respect all copyright, trademark, and other legal notices, information, and restrictions contained in any of the content that we provide throughout the Website. We do not grant you a right or license to reproduce or create derivative works of the Website or any portion thereof, for any reason.

PRIVACY

We are committed to respecting the privacy of the personal information of the individuals with whom we interact. For information on the Company’s practices relating to the collection, use, and disclosure of the personal information of those individuals who access or use this Website, please review our PRIVACY POLICY.


DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS THE LIABILITY OF THE COMPANY AND ITS AFFILIATES. EACH OF THE SUBSECTIONS BELOW APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  • "AS-IS" BASIS. THE WEBSITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE," “WITH ALL FAULTS AND DEFECTS” BASIS. YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK.

  • NO WARRANTIES. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  • LIMITATION OF LIABILITY. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SECURITY HOLDERS, PARTNERS OR AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”)  BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (EVEN IF ANY OF THE COMPANY PARTIES IS MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES); OR (B) ANY DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF OPPORTUNITY IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR ACCESS, USE, OR RELIANCE ON THE WEBSITE, YOUR INABILITY TO ACCESS OR USE THE WEBSITE, OR ANY CLAIM OR CONTROVERY THAT MAY ARISE FROM ANY DISPUTES BETWEEN YOU AND OTHER USERS, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

  • MAXIMUM LIABILITY. WITHOUT LIMITING ANY OTHER PROVISION IN THESE TERMS, IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES YOU SUFFER IN CONNECTION WITH THE WEBSITE OR THESE TERMS IS LIMITED TO TWENTY DOLLARS ($20.00) (CAD).

  • SOLE AND EXCLUSIVE REMEDY. YOUR ONLY RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE OR ANY OTHER GRIEVANCE SHALL BE YOUR AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY PARTIES FROM AND AGAINST ANY CLAIMS, DEMANDS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING LEGAL FEES) ARISING  OUT OF OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF, OR INABILITY TO USE THE WEBSITE; (II) YOUR BREACH OR VIOLATION OF THESE TERMS OR THE PRIVACY POLICY; (III) YOUR VIOLATION OF THE RIGHTS OF ANOTHER PERSON OR ENTITY; OR (IV) YOUR VIOLATION OF ANY APPLICABLE LAW. YOU AGREE THAT YOU WILL COOPERATE AS REASONABLY REQUESTED BY THE COMPANY PARTIES IN THE DEFENCE OF SUCH CLAIMS. THE COMPANY PARTIES RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.


TERMINATION AND SUSPENSION

The Company may, at its sole discretion, for any reason or no reason, at any time and from time to time, with or without notice, terminate or suspend your access to and ability to use this Website. Upon termination or suspension, you shall immediately cease and desist from all use of this Website.

GOVERNING LAW AND DISPUTES

These Terms and the Privacy Policy (and all other rules, policies, or guidelines incorporated by reference) are governed by and construed in accordance with the laws of the [Province of Ontario] and the federal laws of Canada applicable therein, without giving effect to any common law or statutory principles of choice or conflicts of law. You expressly agree that any claims arising out of, related to, or in connection with these Terms, the Website, or your access, use, or reliance on any of the foregoing (a “Dispute”) shall be filed in a court in the [City of Toronto, Ontario] and you irrevocably attorn to the exclusive jurisdiction of that court. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief.

Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against the Company Parties relating to any Dispute and you also agree to opt out of any such class proceedings against the Company.

GENERAL

  1. Entire Agreement. These Terms and the Privacy Policy (and all other rules, policies, or guidelines incorporated by reference) contain the entire agreement between you and the Company with respect to their subject matter, and replace and supersede any prior or contemporaneous understandings, agreements, representations, warranties, and undertakings, whether written or oral, with respect to such subject matter.

  2. Waiver. No waiver by us of any of the provisions in these Terms is effective unless it is communicated to you in writing. Our failure to exercise, or our delay in exercising any right or provision in these Terms does not constitute a waiver of such right or provision. A waiver by us of any default does not constitute a waiver of any subsequent default. 

  3. Number & Gender. Wherever appropriate, words importing the singular number include the plural and vice versa, words importing any gender include all genders, and words importing persons include all entities.

  4. Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

  5. Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention, and all remaining provisions of these Terms shall remain in full force and effect.

  6. Assignment. These Terms are not assignable, transferable or sub-licensable by you except with the Company’s prior written consent. We may assign, transfer or convey these Terms, or any of our rights hereunder to a third party without notice to you.

  7. Language. The parties require that these Terms and any related documents be drawn up in the English language. Les parties aux présents exigent que la présente convention ainsi que tous les documents qui s'y rattache soient rédigés en la langue anglaise.

  8. Survival. All provisions that by their nature survive expiration or termination of these Terms shall so survive.

CONTACT INFORMATION

If you need to contact us regarding this Website or these Terms, please contact us at the address set out below:


CLAYBOURNE CO. | C11-0001539-LIC | HIGH@CLAYBOURNECO.CA